FAILED TO HAVE LEGAL MINIMUM OF DIRECTORS, & FAILED TO REPORT
The JVAG Report criticises Andrew Chater (then Director) and Armand Beaudoin (then President, CEO, Director) for failing to maintain the legal minimum of Directors, allowing it to be TWO. This occurred in Nov/Dec 1998 with the resignation of Gary German as Director, leaving only Armand Beaudoin and Andrew Chater as directors.
On 22nd January 1999, Andrew Chater resigned as Director, leaving only Armand Beaudoin as ONE Director. Again Armand Beaudoin should have organised the appointment of TWO more directors to satisfy the legal requirement:
"...a corporation, any of the issued securities of which are or were part of a distribution to the public and remain outstanding and are held by more than one person, shall have no fewer than three directors..." - Section 102, Subsection 2 of the Canadian Business Corporations Act.
At not time did Andrew Chater or Armand Beaudoin inform shareholders of the situation,and the record shows that the officially filed Corporation Profile Report of Java Gold Corporation still shows a FULL COMPLEMENT OF THREE DIRECTORS! Thus neither the shareholders nor the regulators were aware of the failure to have THREE directors.
Anyone who made an investment decision in the period late 1998 to late 1999 believing that Java Gold Corporation had a proper Board meeting the statutory minimum of THREE directors may have a claim and should seek professional legal advice.
Robin Grayson
Author of The JVAG Report
General Director of Eco-Minex International Co Ltd |
